Spiderman Warzone:Part 1
by Shadowsnake89
Summary: Part one of an epic two part story arc. Spidey and his friends dig down in the trenches as his most powerful enemies old and new, prepare to bury the web-slinger once and for all. One thing is sure, after this New York's hero will never be the same.
1. Chapter 1

In a large room atop a high rise building the heads of New York's crime families are seated at a long table, each accompanied by a personal bodyguard. "We need to take decisive action against this Mr. Negative. This guy is about to hammer the final nail into the coffin if we don't do something fast." one of the younger bosses, Bernard Gou, says as Silver Sable sits quietly.

She looks over at him with a look of contempt at the outspoken man. "I don't believe you had the floor Mr. Gou. Now if you don't mind we do have a business meeting to discuss."

This infuriates Gou, who jumps up and slams his hands on the table. "Are you not listening to me? This guy is killing my profits. And all you do is nothing while he wipes me out!"

"While I do understand your financial concerns, we are here to discuss our operations as a whole, and to be honest your operations account for very little of our proceeds." As Gou attempts to speak she cuts him off again. "And if you don't sit down and keep your mouth shut I will be forced to relieve you of something you may not want to lose. Isn't that right Mr. Lavell?" she turns her eyes to her guard behind her, who straightens up in terror.

As Gou seats himself a large hole is suddenly blasted in the wall as a somewhat familiar face flies in on a jet powered glider. This Goblin has yellowish skin with red eyes, and wears an orange and blue version of the originals costume with a hood and cape. "Greetings and salutations all. Allow me to introduce myself, the Hobgoblin." He says as he takes a bow, then looks up to see no on clapping. "Hm, tough crowd."

"Not another one. Lavell, make yourself useful." Sable says calmly as the guards pull out their weapons and prepare to fire. Suddenly two jetpack wearing thugs fly into the room through the hole and quickly disarm the guards, shooting the weapons out of their hands with deadly accuracy. As some of the leaders try to escape out the door, a third wearing red and white, blasts it open from the other side, trapping them. Sable, still seated, sighs. "Alright, I'll bite. What do you want?"

"Want? My dear lady, all I want is to help you and your merry band here."

"And what makes you think we need your help freak?" Gou shouts out again.

"Really? You must not have read the headlines. 'Once Mighty Mob Mercilessly Menaced by Mysterious Monochromatic Mastermind'. Yeah, you really don't need my help." The Goblin says sarcastically and begins to laugh. "But all jokes aside, I'm here to help with the cause of all of our problems. Spider-man."

"Spider-man is not the main threat." Sable says confidently.

"Oh no? Then tell me this Ms. Manfredi, why have your profits taken a nose dive? Why are your men afraid to go out on the streets to 'conduct business'? And why is dear old daddy rotting away behind bars? Spider-man, that's why. But you're right, he's not the main threat, not anymore. The papers publish stories, the police are arresting you by the boat load. And they're not even the worst. Now we have these new super powered, garishly costumed freaks. Freaks like me! And that is exactly why you need me. How better to counter a super powered force for justice then with an unstoppable force of destruction. And here's how." He throws a copy of the daily bugle on the table.

"You read this trash?" one of the bosses asks.

"Yes there are some very interesting tips on growing spice gardens. But the point is, Jameson goes out of his way to find contemptable things to publish about Spider-man. All we need to do is add a little more fuel to the fire. We need to beat the hero down spiritually and mentally. Then we finish him off physically. And when the symbol falls, so do the others."

"And how do you propose we do that?" Gou asks.

"Simple, we kill him." Hobgoblin uses his finger beam to circle a picture on the front page. "We do that and this will all be over for Spidey."

"You're sure about this?"

"Positive."


	2. Chapter 2

Finally back in New York, Spidey decides to stretch his legs with an early morning swing through town. "It's good to be home. Fighting super villains in another state just felt so wrong. But now I can just relax and clear the streets of home grown baddies." He sees a mugging taking place down below and jumps down. "Hey pal, guess what? You get the honor of being my first Manhattan victim this week." He delivers a powerful uppercut to the thugs chin and knocks him down. But to his surprise the thug jumps up and runs off.

Spider-man gives chase. "Wow, most guys go down after a witty one liner and punch. This guy's booking it." He nearly loses the crook until a ring of fire surrounds him. He then transforms into a Mysterio-bot. Before it can do anything it is immediately fried by the flames. Spidey looks up and sees a fiery figure descend down.

The figure dies down and turns into a regular form that appears to be Spider-woman's costume, it is however black now, with red and orange flame colored boots and gloves. "Welcome home Petey."

"Liz? Is that you?" The two head off, as the girl explains the recent events surrounding her new powers and the battle at OSCORP. "That must have been a hard time for you Liz. You did well all things considered."

"Yeah but it wasn't easy. On the good note we might have some new friends to help out."

"So how's MJ doing? Did the serum help?"

"Well she didn't get any powers from what I can tell but she did start to heal quicker. The doctors say she should be able to come home soon. By the way, what do you think is going on with me?" She says as she lands down on a roof.

"Well I did bump into doctor Connors when I was down there and he showed me something. You might actually be a mutant. The best I can figure is you've always had the gene, but getting the serum started it up and, in time it overrode your spider powers."

"So I'll probably have to get a new name."

"Hey how about the Human Torch?" Peter says to Liz who looks at him annoyed and flies off. "Better hurry before you're late for your first day back." She says.

"Okay not digging that huh? How about Flame Girl, Burner, uh…Heatwave?" he says as he continues to follow her.

In another part of town, Eddie Brock arrives to his empty apartment and plops down on his couch and turns on the television, ready to start his new life. As he sits he hears a strange scratching sound. He looks around and sees nothing, then turns his attention back to the television. He hears the sound again and when he looks up he is suddenly face to face with an orange creature hanging from his ceiling. He screams and stumbles onto the floor, attempting to make his way to the door. The creature however, shoots a large mass of webbing at him, pinning him to the wall. "What are you?"

"Oh Eddie, we're hurt. You really don't remember us?" it says to him. "But we found another."

"Venom?"

"Don't call us that!" it says as it slashes at his face with one of it's tendrils, missing and hitting the wall. "When you were us we were Venom, but now call us Scream. You abandoned us. But we found a better partner…" it says as it peels back the symbiote from the head to reveal the new host. "…in Sally."

"Sally, you have to fight it, don't let it take control." Eddie implores her.

She simply chuckles as she leans in toward him. "You really don't get it do you? I want this, We want this. We can have anything we want. We will let you live for your service to us. We'll even let you in on a little secret. We're thinking of killing someone, your old bro Peter Parker. Or maybe we should call him Spider-man. We will do what you never could. And all you need to do to make the death of Spider-man a reality is keep your mouth shut." She says as she slips out the window, leaving Eddie stuck to the wall.

At a secret location in the city, Bernard Gou is sitting with some of his men at a table discussing his next plan. "Alright gentlemen we need to pick up the pace, Negative is taking us apart piece by piece and Sable is no help."

"What do you suggest Capitaine? Don't you trust the Hobgoblin?" one of his men asks.

"I don't trust anyone I don't hire personally. But if we can take care of Spider-man that will endear me to the rest of the bosses and free us up to take care of Negative. Pardon me gentlemen I have a call to make." He walks off and picks up his cell phone.

At M3 high school Liz and Peter walk down the hall as she gives him some news. "By the way Captain Stacy was asking for you the whole time you were gone. I had a heck of a time explaining where you were."

"What did he say?"

"Not much, only to tell you to meet him when you could."

"Peter your back. I missed you." Gwen Stacy says coming down the hall.

"Hey Gwen, it's great to be back." Peter says to her.

"Hey Pete, your back." Harry Osborn says as he seemingly comes out of nowhere and wraps his arm around Gwen . "So how was Miami?"

"Great, really great, but it's good to be home again. I heard you guys had a lot of excitement while I was gone."

"Yeah mom's still pretty shaken up, but we'll be fine."

"We were on our way to see MJ." Gwen says standing next to Harry.

"Yeah I heard about that."

"Why don't we all go together?" she says.

"Great idea, besides I'm sure Mary Jane would love to hear about your trip Petey." Liz says.

"I'll catch up with you I just need to grab some stuff from my locker." Peter says as he heads up stairs. He opens his locker and grabs his books and stuffs them in his bag. When he closes his locker he is surprised to see Sally Avril leaning against the lockers next to him. "Woah! Sally I didn't see you there." He says.

"Oh hey Peter, heard you were back. Thought I'd give you a heads up."

Peter starts to smile as he takes it as a joke. "Okay, about what?" he is suddenly surprised as he is grabbed by the throat by an orange tendril that extends from under Sally's shirt.

She lifts him in the air and throws him into an empty classroom before anyone can see. She jumps into the room and locks the door. "We're back." As she says this the symbiote covers her body. "And we've got a new look. Be truthful. Does it make us look fat?"

"Venom, your back?"

"You know you're the second person to get that wrong today. From now on call us SCREAM!"

"How ironic." Peter jumps up to attack her, but he finds that will Venom was a combination of strength and speed, she adds agility to that list. Scream easily counters his moves as they engage in hand to hand combat. She ducks under one of his blows and slashes at him with her left hand that she has morphed into an axe. "Hey hold it, timeout, technical foul, no weapons allowed."

"Shut up!" she says as she unloads a furious combo of punches and slashes on his body. "Have you ever spent ten minutes in a room with yourself? It is so annoying!" she picks him up off the floor and then slams him again. "But you know, we're not like Eddie. We could care less about making you suffer. I think we'll just make this brief." She forms her right hand into a sword and prepares to slash him.

"Okay we'll make this quick. I have an appointment to keep." He surprises her as he reveals his web-shooters hidden on his wrists as he webs two of the desks and pulls them, causing them to slam into her, knocking her down as he jumps out the window. She recovers and looks out the window, and after finding no trace of him roars in frustration before moving back into the building, not even noticing Peter clinging to the wall under the window.


	3. Chapter 3

As the group arrives at the hospital, Peter makes his way in a few minutes later. "What kept you Petey?" Liz asks him as she sees he is exhausted.

"We might have a little problem." He whispers to her as they enter the room and are greeted by Mary Jane Watson, who now has much shorter hair.

"Hey guys, glad you could make it."

"Hey MJ, how are you holding up?" Peter asks

"Pretty good actually, the doctors say I should be able to come home tomorrow."

"That's great." He says then turns his attention back to Liz as Gwen and MJ start to talk. "Liz, mind if I talk to you for a minute?" she nods as the two leave the others to converse. They head outside as Peter tells her of Sally and the symbiote.

"You're kidding right? That's impossible."

"I wish it was. But I have the bruises to prove it. She kicked my butt up and down the classroom." Just then Eddie Brock approaches the two. Peter moves in front of Liz and faces Brock. "What do you want?" Peter says angrily.

"I came to warn you, the symbiote its back. It got Sally."

"Yeah and I wonder who we have to thank for that."

"Listen I know I did a lot of stuff but…"

"Oh you mean when you tried to expose me, when you tried to make my life a living nightmare, when you tried to kill Gwen? Listen I don't care what it is you have to say but you've done enough to try and screw up my life. And now thanks to you I have an alien monster to catch on top of everything else. Like you said, we're not bros anymore. So if you don't mind, I have work to do." Peter says as he pushes past Eddie and leaves the building as Liz follows him.

"Peter maybe you should listen to him. He really seems like he wants to help." Liz says as she runs after him.

"I seriously don't want to talk about it Liz."

"Then don't talk, just listen. Eddie is trying okay. He didn't have to warn you. He could have just sat by and let Sally tear you a new one."

"Which she did anyway."

"Not the point. The point is maybe you should try trusting Eddie the same way you trusted me." As Peter stops and thinks he is instantly struck by Scream as she swings down and carries him onto a rooftop, throwing him down on the flat surface.

"You know Peter we could have done this nice and clean, well not really clean, we mean your guts would have been all over the place, but we digress." She chuckles as she jumps on top of him and forms an axe from her left hand. Before she can bring it down a ball of fire shoots close to her side, causing her to flinch as the alien suit weakens. She looks up at a fiery figure standing over her. "Who the …"

"The name is…uh actually I'm still working on the name." she shoots a stream of fire at Scream who jumps back. She then looks down at Peter. "You might want to get dressed for the occasion." He jumps off and leaves the two to fight. The flame girl fires another blast to keep Scream at a distance. The symbiote easily evades the shots and darts off, with the hero in hot pursuit. She follows the villain to a rooftop where she seemingly disappears. "Come on, afraid you'll get burned by Fire Star? Hey that's not bad actually." She says as Scream appears on a higher rooftop, unseen behind a water tower. She morphs both of her hands into blades and easily cuts through the supports, causing the tower to tip over and bursts open, dousing the heroine with water, extinguishing her flames.

Scream jumps over to her, blades still extended. "You said something about getting burned, but now it looks like you're all wet. We could unmask you but we think this will be so much more fun." She picks up Fire Star who is still struggling as two tendrils protrude from the sides of her head and connect to the sides of the heroine. Instantly images and memories from the girl rush through Screams head and seconds later she releases her and staggers back. "L…Liz?"

"Yeah Sally it's me. Why are you doing this?"

"We're getting what I want. The symbiote, it…it gives us what we want, whatever we want." She says seemingly in a daze.

"Sal, listen to me that thing is dangerous. You have to take it off."

Sally comes out of her daze and turns her attention back to Fire Star. "You'd like that wouldn't you? Give up our power while you keep yours, exactly what we thought." She extends another tendril that wraps around the girl's neck lifting her in the air and choking her. "We used to think of you as a friend, but this, this is all the friend we will ever need."

"Uh I'm not interrupting something… weird am I?" Spidey says as he fires several web balls at Scream. She quickly drops the girl and charges at Spider-man, tackling him onto a lower roof. The two engage in a furious hand to hand fight in which Spidey finds himself increasingly outclassed. "Hey you don't mind if I ask you a question do you? What exactly do you have to accomplish with getting rid of me?"

"Oh Peter, always so naïve. All I want to do is gut you like a fish, then once you're out of the way I take and do whatever I want when I want, simple as that. It's not entirely original, we know, but what are you gonna do." She jumps over him, webbing his back and repeatedly slams him against the ground. She continues to beat him until he stops moving. She then walks over to him and lifts him by the throat. "Any last words?"

"Sally don't do this, please." He says weakly. "You said it yourself. You're not a monster."

She stops momentarily as her face softens. She peels back the symbiote from her head then looks back at him with a grin. "You know what, I feel like a monster. And **we **like it." She says as the alien covers her face and she begins to squeeze his throat. Before she can finish him Scream is blasted by a ball of fire and knocked into a power conduit on the roof, electrocuting her, the symbiote dissolving in the process.

Fire Star lands down and helps Spider-man up. He immediately fires a web onto Sally and pulls her out, receiving the backlash of the electricity. Fire Star powers down and catches her. "We need to get her to the hospital."

Hours later the entire Mustangs team, cheerleaders and all are present in the hospital waiting room as they go to visit Sally in her room in small groups. "How're you holding up Sally?" Liz asks as Peter and Mary Jane stand behind her.

"Do I look okay?" she shouts, most of her hair gone.

"Yeah she's feeling better alright." Peter jokes as MJ nudges him.

"Sorry, I'm just not feeling my best. What happened anyway?"

"Uh…" Liz tries to come up with an answer.

"You got caught in the middle of a fight with Spidey and some monster. It's a good thing he got you here when he did." Peter says as he covers for Liz.

"Well I'll have to thank him the next time he rescues me."

"Glad you have a sense of humor Sal." MJ says.

"Yeah, well I guess it is a little ironic. You're on your way out and I'm just checking in. I'll see you guys tomorrow okay, my doctor wants me to rest." The group says their goodbyes as they leave. Sally lies back in her bed and looks at her right arm that has been slightly burned as the symbiote slowly covers her arm as she smiles wickedly.

Elsewhere in the city, Bernard Gou and two of his men move down an alley way as they wait to meet someone. "Où est-il? Il a dit que dix heures." One of the men says as they suddenly see a doorway open on the wall to the left of them.

"La patience est une vertu Andre." Gou says as they move inside and the door closes behind them.

"Greetings gentlemen. So glad you decided to contact me." The Jackal says as he walks down a long ramp. The group looks around in the room filled with large tubes filled with a thick green liquid with what seems to be bodies inside.

"Yes, I was hoping you could help me with a little project of mine. I need something to kill Spider-man with." Gou says as he moves his hand over one of the cylinders. "And I heard from my former associate Mr. Marston that you are the man to see."

"Indeed. I may have just the solution to your problem. You can come out now." Jackal says as three figures appear from the shadows across the room as the trio of thugs look over.

Gou's two compatriots start to talk to each other in French. "Are you certain about this? They seems a little…small." Gou says as he looks over the figure.

"I assure you, they will be quite adequate for the task at hand."


	4. Chapter 4

Early morning at Kingsley industries, Roderick sits at his desk in the middle of a conversation. Just then his receptionist walks in. "Sir you have a visitor. I told him to wait but,"

"Mr. Kingsley." Captain Stacy says as he walks in the room.

"I will have to get back to you. I believe it's time for a coffee break." He says as he hangs up the phone. "Captain to what do I owe this visit. I certainly hope it's not more accusations."

"Mr. Kingsley, I think we both know how this is going to end. We have eye witnesses that connect you to that auction."

"I do believe my lawyers were quite clear that no grounds could be found to link me to that little incident." Kingsley says calmly. "If you have nothing else Captain I suggest you not waste anymore of my time or yours and find some better use of your authority than hassling me. Now if you'll excuse me?" he says as he gestures Stacy to the door.

"Tread softly Mr. Kingsley." The captain says, taking his leave.

On Rykers island its lights out in the Vault as New York's most dangerous are being put into their cell blocks. "Okay, okay. I spy with my little eye something…"Hammer Harrison says as he lies in his bunk.

"…that needs to shut-up!" Marston says on the top bunk. "For goodness sake, how did I end up stuck with you again?"

"Hey it's not that bad. We only have another three months."

"Yeah because that's when our court date is set, then from there three life sentences." As Marston says this, the lights instantly switch back on, followed by a series of large explosions. The cell doors then open and everyone exits.

"Well I reckon this is familiar." Montana says to the group.

"Yeah except this time there's no Spider-man." Fancy Dan says as he stands next to Ox.

"Greetings gentlemen." A voice says over the speaker system. "Today's escape was made possible by the letter H, the number 5, and a donation from local crime families to your devious neighborhood Hobgoblin." The voice says as it laughs hysterically. "Now I would strongly suggest vacating the premises, this structure may not be standing in the next thirty minutes."

As the group head down the halls, they are greeted by a group of about ten mafia thugs. Silvermane steps forward. "What's new boys?"

"Don Silvio, we're here to liberate you." One says. "We've also taken the liberty of grabbing all of your equipment gentlemen." They begin handing the criminals their various possessions. "Um Montana sir, we were unable to locate your Shocker gear. Our inside source has reason to believe it was transported out of state. Our employer, Mr. Gou has taken the liberty to have Tinkerer produce you a new suit." He hands it to Montana.

"I reckon this'll do. Much appreciated boys." He puts the blue and silver armor on and tries it out, finding the suit has two steel whips that detract from the arms he swings them and watches as they effortlessly cut through a wall.

The large cadre make their way outside and see several boats docked on the shore line, with only a few guards standing between them and freedom. They make quick work of the few and head onto the boats. "I don't need no stinkin boat." Rhino says as he simply charges across the bridge to the mainland, smashing anything that gets in his way.

"Hey kid, you coming or what?" Harrison says as Mark Allen, a.k.a. Molten Man stands on the shore. He stops for a moment then hops on board with the rest. As the boats head across the river the crews look up and see the Hobgoblin fly over them back to the city.

The next morning, Peter arrives at the Bugle, having been called early by Mr. Jameson. "Parker your 4.32 seconds late. What kept you?" Jameson yells as Robby Robertson and a blonde girl stand next to his desk.

"I live in the suburbs sir." Peter says.

"Blah blah, details. Here's the point Parker, every piece of criminal scum has…"

"Escaped from the Vault in a mass exodus by unknown means." The blonde says as she interrupts J. Jonah. Peter is visibly alarmed.

"Oh Peter I forgot this is Norah Winters our new investigative journalist." Robby says as the girl shakes Peter's hand.

"Nice to meet you Peter, I can't wait to start working with you." She says excitedly.

"Um can't wait." Peter says slightly confused.

"That's why I called you Peter I want you and Norah to partner up, your pictures with her editorials." Mr. Robertson says. "And this is the perfect time for you two to put those skills to use."

"Yes sir, Mr. Robertson, sir." Norah says as she salutes him. "Come on Parker, move out. Hup hup hup." She grabs Peter and drags him out the door.

The two exit the building, with Norah happily skipping down the street. Norah turns to Peter and sees he is lagging behind. "Hey Pete come on, stop dragging your feet. We got to get to the scene so we can get some primo pictures."

"Actually Norah you go on ahead I'll catch up." He says. She looks at him very peculiar then heads off. He takes out his cell phone and calls. "Hey Liz we have a very big problem."

Across town Liz Allen sits at a table at a small diner drinking a cappuccino. After her call from Peter she decides it's time to make preparations. She dials a number and calls. "Hey Hobie, its Liz I need your help."

"Uh hey Liz, this really isn't the best time. I'm kind of battling inner demons."

"Oh sorry I didn't know. Do you drink?"

"What? No, I'm fighting these guys called the inner demons. Their boss runs a drug ring in the slums." He says in his Prowler gear as he dodges two of the masked men that attack with tonfas. He kicks the one in the chest and slashes the other with his claws across the face. "Listen if I could call you back that would be great. Hey watch it pal that's a new phone!" he shouts.

"Alright I'll meet you later at the usual place."

That evening the group of heroes sans Spider-man meet together in a warehouse they have dubbed the "Spider's web". Frog-man and Prowler sit as a powered down Fire Star enters. "Hey guys, how're you doing?"

"Just fine now that you're here." Frog-man says waving at her.

"She's out of your league bro." Prowler says. "So why are we here?"

"As you probably already know, there was a breakout at the Vault and just about every prisoner escaped. That means there are at least three hundred convicts on the street and it's up to us to capture them."

"Well what about our fearless leader? Where is he?" the amphibian asks.

"He is currently indisposed I'm afraid. He'll meet us when he can, until then it's our job to rein these guys in."

"Then you're in luck I just intercepted a police emergency call that Doc Ock and Electro were busted out of Ravencroft. That should give us a place to start."

"Okay team let's move out."

At the bridge leading to Rykers, Peter is busy taking pictures while Norah tries to get some questions from the security. After some very unfruitful searching she heads back over to Peter. "No luck. Apparently these guys were knocked out before the breakout. Which leads me to believe this was planned from the outside. What are you doing taking pictures of a pot hole? We're supposed to be getting photos for the story."

"I am. What you are currently standing in is Rhino's foot print."

She immediately jumps out of the whole and looks down in amazement. "Wow. So cool, but how did you know that?"

"Well just look ahead of you." She looks across the bridge and sees the long trail extending to the spot they were standing in.

"Okay, but how does something that big hide so easily." As she says this Peter's spider-sense sets off. He looks up and sees a large shadow rapidly descending where Norah is currently standing. He jumps at her and knocks her out of the way. A second later a large green, metallic scorpion like creature lands down. It turns around and shoots its stinger tipped tail at the duo. Peter throws the reporter away but is grabbed as the creatures tail wraps around his leg. It then jumps off with him into the city. "Peter!" Norah yells as the two disappear.

The creature lands on a building and throws Peter onto the roof. "Arena set." It says in a mechanical voice. "Get dressed."

Peter looks up at it. "What are you talking about." He says, feigning ignorance.

"Don't play coy Spider-man. We know all about you. I was hired to terminate you, but I want this to be a fair fight."

"Sorry but I don't fight for sport big green and ugly."

"The name is Scorpion and I'm not giving you a choice." It says as it rushes at him, attempting to crush him with its pincers. He nimbly evades it and climbs down the side of the building into one of the windows and quickly changes into his gear. Scorpion crashes through the ceiling and grabs Spidey in his right pincer. Spider-man shoots web in his face, this action has little effect however and the giant proceeds to slam him against the wall.

"Okay, that just makes him angry." Spider-man punches the top of the claw with all his might and manages to break free, breaking his right hand in the process, causing him to scream in pain. He jumps back and runs through the building as Scorpion gives chase. "Okay think Pete. I can't out muscle him, but maybe I can use that muscle against him." he spins around and webs a fax machine with his one good hand and throws it at Scorpion, sticking it to his back. He proceeds to do this repeatedly with just about every piece of equipment he can find.

"You think this will slow me down Scorpion says as he now has Spidey trapped in a dead end.

Spider-man turns to the villain as he charges him. "Wasn't really trying to stop you, just curious as to how much weight this floor will hold."

"Huh." Scorpion says as the floor beneath him buckles and he falls through. Spidey leans over to look and suddenly has the monsters tail wrapped around his neck as it pulls him down. Scorpion then repeatedly slams him against the walls and floor. "I knew it, you're nothing compared to us. Say it!" Spider-man simply shoots more webs at the creature, enraging him. He proceeds to throw the hero through the floor and begins taking out the buildings supports.

"What's going on over there?" Fire Star says as she sees the destruction from a few blocks away. She flies into the building as Scorpion leaps out and can just barely see Spidey as the building comes down. She rushes down to save him as the structure gives way on top of them both. Moments later she emerges from the rubble, Spider-man's motionless body in hand and flies off.


	5. Chapter 5

"Un toast, du décès de Spider-man." Bernard Gou says as he and many of the cities criminal bosses celebrate the hero's demise. The large crowd cheers as they begin the celebration, Gou himself slipping out onto the balcony where Sable Manfredi stands looking out over the city. "Well well, it looks like your little goblin helper wasn't needed after all."

"What do you want Gou?" she says turned away from him, clearly not wanting to talk.

"What do I want? What else? To gloat, I did what none of you could. I killed Spider-man, singlehandedly tipped the balance of power, and freed every criminal from the Vault including your father. Oh and don't worry, I told him you were key to achieving my plan. See I can be a nice guy?" He says as she turns to him and he moves in, inches away from her.

"Don't." she says as Gou looks down to discover the barrel of her gun shoved into his gut.

"Okay okay, I get it, back off." He says as he backs off and leaves the party. "Before I forget the boys and I are throwing a little party of our own at HQ if you change your mind." She aims the gun at his groin area. "Okay forget I said anything."

The next morning Aunt May, joined by Liz, and Mary Jane are present at the hospital, where Peter is recuperating. "Peter are you sure you're comfortable? If you need I could get the doctor and…" Aunt May asks him he lays back, his chest, head and right arm bandaged up.

"Aunt May I'm fine really. You should go home and relax. It's not like I'm going anywhere for a while."

"Yeah. Come on Ms. Parker, I'll take you home." Mary Jane says

"Well, okay, but call me if you need anything Peter." May says as the two exit down the hall.

"How're you holding up Peter?" Liz asks

"As well as can be expected after fighting a two ton monster, by the way thanks for the save Liz. Level with me though, how'd you get me to the hospital without someone getting suspicious? My suit was gone when I came to."

"Peter there are some things that I did for you I think we are better off not discussing." She says slightly creeped out.

"Right, well let's discuss what we are going to do about this Scorpion."

"We? Sorry Petey but there's no we this time. You can't even move without breaking something. And unless you want to crawl up walls with a limp from now on I suggest you take the doctor's orders. Besides I've got help."

"Yeah Hobie and the frog guy, great." He says sarcastically.

"I got this Peter don't worry. I know they're a little green but so were we when we first started. I promise to keep you posted. I'll be back tomorrow okay." She says as she leaves as well.

As she exits, Norah Winters enters the room. "Peter you're okay, thank goodness." She says as she hugs him.

"Ow ow! Not if you keep doing that." Peter says painfully.

"Oops sorry. I just came to see how you were doing and to thank you. That thing would have killed me if you hadn't knocked me out of the way."

"Hey don't mention it. You would have done the same."

"Not too sure about that but thanks. What was that thing anyway?"

"I don't know, but I have a feeling we haven't seen the last of it. Here can you help me up? There's something I need to do?"

Downtown a fierce battle takes place between Prowler and Kraven the Hunter. Prowler finds his first real villain very difficult as the mutate throws him around like a ragdoll. He manages to lift himself up and avoid Kraven's claws as they shred the ground.

"Dude the suit gives you enhanced strength, but it's not going to do you any good if you don't get in there." Frog-man says over his com set, perched on a nearby lamp post.

"You know you could actually get down here and help me?"

"Are you crazy? That guy would rip me to shreds."

"You thought you were a match for Kraven?" the lion man says charging.

"Yeah thought, past tense. Of course now I'm thinking this was definitely a mistake." He jumps back as the villain leaps toward him. He continually fires his wrist blaster at him. The hunter nimbly dodges the shots and knocks Prowler against a fire hydrant, causing him to hit his head.

"You are defeated. Now Kraven goes for the kill." He prepares to attack the unconscious hero. He is then hit from behind by Frog-man as he leaps through the air.

"Back off Simba." Frog-man says as an enraged Kraven turns to him. "Sweet mother of mercy what was I thinking?" he easily grabs the panicked hero and prepares to slash him open. Prowler suddenly jumps back to life and charges Kraven tackling him away from Frog-man. Kraven slashes at him but finds this time the hero is fighting very differently.

Kraven lunges at him but Prowler ducks under the attack. The animal man slashes at him with his right arm. Prowler counters the attack and thrusts the claws of his right glove into the villain's abdomen, causing him to cry out in pain. He then knocks him to the ground and starts violently punching him in the face. "Hey knock it off you'll kill him." Frog-man says as Prowler ignores him and continues his attack.

"Stop!" Fire Star shouts as she blasts Prowler off of Kraven, who rips off a manhole cover and dives into the sewers. "What's gotten into you?"

Prowler attacks her, jumping on top of her, completely ignoring the flames surrounding her. "Hobie, stop!" she yells again.

He immediately stops and begins to hold his head, stumbling back onto the ground. "What's…what's going on?" he says as he looks around.

"You tell me."

"You went psycho dude. You almost turned that cat guy into a rug." Frog-man says.

"It's happening again." Prowler says, looking down at his hands. "Every once in a while I black out and when I come to I can't remember a thing."

"It might be a side effect of the brain washing that created your Prowler persona." Fire Star says. "We should get you home."

"I got this under control. Besides we have to catch this Kraven guy." Just then the lion man flies out of the sewer and crashes down in front of the trio. Attached to his chest is a note that reads: Courtesy of the Scorpion.

"Like I said, home."

"Hold on. I'm getting a transmission from the police frequency." Frog-man says. "We've got a lot of activity all around town."

"These guys really didn't waste any time with Spidey being out did they. Okay Frog-man you're with me. And Prowler, head home." Fire Star says as Prowler gives a reluctant nod and heads off.

As the heroes are suitably distracted, the trio of jetpack thugs break into a high-rise and begin looting the fancy apartment. "Hey Comet check out this sweet coin collection." The blue and red member says to the leader in red and white.

"Great, load them up with the rest T.C." The leader says. "Warp hurry up we got a time table to keep."

"Eh what's the rush? With Spider-man gone there's not a hero in town that can stop us." Warp says as he tosses a few diamonds into a pocket in the front of his jacket. Just then T.C. is pulled out of the window and the other two look over at where he was previously located. "Hey where'd he go?" they look around and suddenly sees Spider-man, now with a solid red costume with a sleeveless blue hoodie over it with a spider spray painted on the front.

"Impossible, your dead!" Comet says as he backs up. "What are you waiting for? Kill him you fool." The two fire their wrist blasters as Spidey nimbly dodges the shots. He closes the distance and knocks Comet to the ground. T.C. flies back into the window, covered in webs and begins firing his blaster at the hero, pinning him behind a table as the trio make their getaway.

Spidey gives chase, swinging through the city streets after them. As he closes the distance he is instantly tackled out of the sky by a familiar green figure. The two crash onto a rooftop as Spider-man jumps back.

"How'd you survive? I must have broken every bone in your body. Bah, doesn't matter, I'll rip you in half this time." Scorpion charges at Spidey, who this time charges him directly, surprising him. Spider-man slides underneath him and fires a web line to him, pulls himself in and jumps onto his back, punching him in the back of the head repeatedly. "Get off me!" a furious Scorpion says as he struggles, unable to reach or shake the Spider off. He then uses his tail and attempts to run the hero through with the razor sharp end. Spider-man leaps off at the last second, resulting in the villain stabbing himself in the back of the neck.

"Hey watch it! You almost hit me." Scorpion yells seemingly to himself as Spidey silently looks on, clearly confused. "What are you looking at?" Scorpion turns his attention back to the hero and jumps into the air. When he lands down the force causes the roof to cave in, taking the two inside the building where the battle continues.

Spidey emerges from the rubble as Scorpion attempts to stab him again with the tail. Spidey falls to the ground as the stinger plunges down. "Yes! We did it. Huh?" Scorpion looks down as Spider-man has managed to hold back the stinger by using his web lines attached to each side of it, holding it inches away from his chest. He pushes it back, jumps over the attack and stomps on the villains head forcing him to the ground. He runs over to the downed Scorpion and begins delivering a devastating series of blows to his head, cracking his helmet. Scorpion jumps back up as the two stand tow to tow trading blows. Spidey delivers a strong punch to the chest that shatters the front plate of the armor revealing circuitry underneath. He dodges as the villain thrusts his tail forward and grabs it under his left arm and uses his right to snap the appendage off at the root.

Scorpion stumbles bake as the hero uses the tail, viciously and repeatedly slapping the villain across the face with it before throwing it away and kicking him in the chest, knocking him on his back. Scorpion rises again and lifts a large metal beam over his head. Spidey quickly reacts, firing web lines to his feet and yanking on them, causing him to fall backwards and the beam to land on top of him. Spidey walks toward the motionless villain and suddenly hears the sound of gears and machinery as the chest panels of the suit open up revealing that the Scorpion is indeed a machine. Inside the suit sit three children in red and yellow versions of Spider-man's original costume, seated one on top of the other. The three look up at the hero.

"Uh pay no attention to the kids in the Scorpion suit." The one on top says.

"Oh please Michael, the jig is up. Attack!" the one on the bottom says as he jumps out and kicks Spider-man in the chest knocking him down as the other two jump out and run. Spidey whirls around and webs the two escapees to the wall. "Leave them alone!" the last one says as he jumps on Spidey's chest grabbing him by the front of the hoodie. Upon doing so he instantly realizes something. "Hey you're a…" he is then knocked out by a head butt from the hero.

"Hold it right…there?" Frog-man says as he enters through the hole with Fire Star.

"Spider-man?" Fire Star says confusedly.

"Yes, and no." Spidey says as he, or rather she pulls of her mask, revealing Mary Jane Watson. "Call me Scarlet Spider."

"I…wah…ooh." Frog-man says as he passes out in confusion, Fire Star floating over him smiling.

"Sure this will make a great story later. But first we should take care of these three." Fire Star says to her friend.

Back at the Spider's Web the group begins to question the trio who are locked in a cell made by Frog-man. "Let's start with, 'Who are you?'" Fire Star says

"My names Michael." The first steps forward removing his mask to reveal a kid with spikey brown hair.

The second removes their mask, revealing this one to be a girl with long blonde hair. "I'm Vana." She says with a light smile.

"None of your business." The third says with his arms crossed.

"This charming guy is Patrick." Michael says.

"Okay next question. What were you doing in that suit?" Scarlett Spider asks

"Serving the Father." Michael says.

"The Father?" Frog-man says puzzled.

"The Father gave us life. He wills and we do. We owe him our existence." Vana says.

"And who is this Father?"

"That's enough question. Now shut up and let me sleep." Patrick says rudely as he lies down on the floor.

"Eh, let him mope. They'll soften up in time it's not like their going anywhere." Frogman says as they leave for the night.

Later that night at the Jackals base, the scientist stands at one of his control panels as Michael enters from a passageway. "I'm home Father." He says as Debra Whitman enters the room. "Debra!" he says as he runs over and hugs her, causing her to give off an uncharacteristic smile. He then walks over to one of the pods and puts his hand up to it. "Cool is this Ben?"

"Indeed, that's subject B-339." The doctor confirms.

"I like Ben better. Easier to remember."

"So how did it go out there?"

"Well the Scorpion suit got trashed. But the good news is we know where the heroes our camping out. They thought this little cell could hold us. Vana and Patrick stayed behind while I came here."

"Impressive. Now why don't you head back now?"

"What? You don't want us back?"

"My dear boy you are the first of my creations. Of course I do. What I meant was that I want you to stay there for a while longer and gather any and all intel you can get and make sporadic reports to me."

"Oh okay. I get it like an undercover job. Cool."

Back in the city, Eddie Brock is busy in a small lab working over some chemicals. "There we are, all done." He says as he picks up a small vile from the table and injects himself with the contents. Almost immediately he falls over in pain. He looks over at his right hand and sees that a white substance oozing from his pores just before he blacks out.


	6. Chapter 6

Two months later and Spider-man is mostly healed from his battle against the Scorpion as he and Fire Star enter the Spider's Web, where the other heroes are waiting. "Hey everyone, nice to finally meet you all." He says

"How are you holding up?" Frogman asks as he sits on top of a crate.

"Well considering I had a building dropped on me, pretty good."

"Hey Spidey, do you mind if I talk to you for a second?" Scarlett Spider says as she and the other two walk behind some crates. She then punches Spider-man in the arm.

"Hey, what was that for?"

"For keeping me out of the loop Peter." She says as she removes her mask.

"MJ!"

"How could you not tell me?" she says furiously, then looks at Fire Star. "And you knew all along."

"Hey I was sworn to secrecy." Fire Star says, shrugging her shoulders. "How'd you figure it out by the way?"

"Well it wasn't that hard. Peter ends up in the hospital and Spider-man disappears. It was pretty apparent from that point."

"Sorry MJ but I try to keep a low profile in the hero business."

"We're friends Pete, don't shut us out. We can help you if you let us."

"Alright, from now on no more secrets between the team. By the way how are the powers working for you?"

"Pretty good actually. I can bench press a van with strength to spare."

"So are we telling the frog?" Fire Star asks.

"Oh no way." MJ says. The group then returns from their spot where Frogman waits.

"Well if you're all done with the club meeting I wasn't invited to we should probably introduce you to the terrible trio." Frogman says as he leads Spider-man into the next room where there is a steel door. He slides back the huge door, behind it a sheet of glass. On the other side of the glass sit the three spider kids, who look up at the new guest.

"Oh great, the progenitor." Patrick says sarcastically as the other two jump up.

"What do we have here, the Spider-man fan club?" Spider-man jokes.

"Not exactly, we did try to kill you." Vana says as she looks at him.

"Yeah, by the way what's up with that?"

"The Father orders us to do something and we do it, no question." Michael says.

"Who is this Father?" Spidey asks.

"Don't bother. They won't budge on that question, haven't since you've been gone." Frog-man says. He closes the large door and the two head back to the main room.

Before he leaves, Fire Star grabs Spider-man by the arm. "We need to talk." she whispers. "Look I took some samples from each of them and had them tested. They didn't show up in any of the databases in the city."

"So they're orphans?"

"Not exactly, we examined it further and the closest genetic match was you."

"You mean they're clones, of me?"

"Sort of, they're a mix of several people, mainly you. Each of them is extremely different though. Michael seems to be the leader, he's pretty level headed. Vana's the only girl and the shy one. And Patrick, well he's the problem child. Plus he's got quite the temper."

The two then hear a loud beating on the door next to them. "I heard that! Wait'll I get out of here!" Patrick shouts.

"Maybe I can talk to one of them, just one on one, see if I can't break the ice." Spider-man says. "They seem to know me well enough; maybe I can get to know them just as well."

"If you want to try I'd suggest Michael. He's the most outgoing of them all." Fire Star says as the two walk out.

Elsewhere in town Hobie Brown plays basketball with some kids at the Rec center. He gets the ball and easily scores a three pointer over the kids. "Come on you guys, that's forty-three zip. You've got to pick up your game."

"There you are." Hobie turns to see his girlfriend Mindy who walks up to him and the two kiss. Some of the kids begin to make faces at the two and pretend to throw-up. "We're still on for tonight right?"

"Sure we are. I wouldn't miss tonight for the world." Hobie looks across the street to see Manuel, one of the boys he mentors, talking to a shady looking man as he hands the boy a small bag. "I'll be right back." he tells Mindy as he runs over to the man and pushes him.

"What's your problem man?"

"Beat it bub." Hobie says as he grabs the guy by the shirt and punches him in the face. Suddenly the man pulls out a knife and attempts to stab Hobie. He dodges and counters by flipping the thug over his shoulder. Two of the dealer's friends rush to his aid from a parked car and begin beating the boy, knocking him to the ground and continuously kicking him. Mindy and the kids begin to scream and call for help. Just then two web-lines catch the two crooks and suspend them from two lamp posts. The third attempts to run but is caught as well. Spider-man and the young clone Michael jump down as Spidey helps up Hobie.

"You alright pal?" the wall-crawler asks as he helps his friend up.

"Yeah they got me pretty hard. I thought I could take them." Hobie says as Mindy and the kids run over to him.

Mindy slaps him in the face. "Are you crazy?" she then kisses him again. "Thank you Spider-man."

"Hey we're just doing our job." Michael says as he begins showing off for the kids by displaying his acrobatics.

"Mr. Brown I'm really sorry." Manuel says as he runs over crying.

"It's okay, it's okay. Mindy, why don't you take the kids inside while I call the police?"

"And an ambulance." She says as she takes the children back inside.

"Thanks for the save Spidey. I see you brought one of the little terrors with you."

"Yeah, just wanted to see if I could get through to him, see if I can understand what's going on."

"Yeah we were all thrown for a loop with them. Still now that your back I could use your help."

"Oh yeah, with what?"

"These dealers have been coming around here a lot more often now that Mr. Negative and his crew moved in. I've had a hard time stopping them myself. Whoever this guy is, he's responsible for me hurting Mary Jane, and I want to catch him more than anything. The only thing is I've got plans tonight and I really don't want to disappoint Mindy again so I was thinking maybe you could make a few rounds tonight?"

"Yeah no problem Hobie."

"Thanks Spidey, really good to have you back."

As Hobie leaves Spidey turns back to Michael. "Hey kid ready to do some serious villain smashing?" Michael looks up at him, and even under the mask, Spidey can tell he is anxious to get started.

That night a black limbo pulls up in an alley as four inner demons exit the vehicle and after a few seconds their boss Mr. Negative emerges as well, his skin as black as coal with white hair and a white suit, with an unnatural glow around his body. He and his men then enter the building. Unknown to them the two spiders are lurking above and make their way into the building via an air duct. The two slip in quietly and scale the ceiling making sure not to make any more noise than necessary. They see Mr. Negative and his men conversing with some of the local dealers from the surrounding areas.

"Alright gentlemen let's have it." Negative says as the dealers each step forward giving him his cut of the proceeds that month. As one of the men begins to step back Negative gestures to one of his inner demons, who grabs the dealer by the wrist. "You wouldn't be trying to short me now would you? A very unwise career move I think." Negative grabs the man by the head as an white glow surrounds the man and he falls to the ground.

"We've got to do something." Spidey whispers.

"Why? These guys are criminals. Why not let them die? Less of them on the street." Michael asks.

"With great power comes great responsibility kid." Spidey says as he jumps down leaving Michael a bit confused. Spider-man lands down and kicks two of the inner demons away as the other two rush him with batons. He nimbly dodges the attacks and throws the two to the ceiling where Michael webs them up. "Mr. Negative I presume? Nice to finally meet you. I think you know me." He rushes Negative and throws a hard right.

"Spider-man, hero, minor annoyance." Negative says as he catches the heroes punch and tosses him aside. Michael jumps down in front of him only to be smacked away by the boss. "Gentlemen, entertain our guests." He orders as the dealers rush to the exits while the two inner demons walk toward the heroes, joined by the two others who rip the web off and leap down to the floor.

"How did they do that?" Michael asks Spidey who just shrugs. The inner demons rush the two as they engage each other in close quarters combat. To the heroes it seems that no matter how many times they knock the crooks down they get back up just as strong as before. "This isn't working." Michael ducks under one of their stun batons and grabs it from the henchman shocking him with it. The victim however doesn't even flinch and grabs him by the throat.

"Hey, no rough housing you two. Fine I'm separating you until you can play nice." Spidey webs Michael and pulls him from the criminals grasp. As he does this the inner demons halt their attack and back up into the shadows. The duo then look down on the floor and see a time bomb fastened into the ground. Suddenly the windows are sealed off with sheets of steel.

"Now what do we do?"

"I was hoping you had a plan." Spidey says to a panicked Michael. "Nah I'm just joking, hold on." Spidey says as he grabs some of the tables and chairs in the warehouse and packs them around himself and the youth before covering the pile in webs. The timer reaches zero and the entire building goes up in a massive explosion. The structure collapses and, after a few minutes Spider-man and Michael emerge and swing to a nearby rooftop. They both fall back breathing heavily and look up into the sky. "How was that for an exciting first day huh?"

"It was so cool there were gangsters and these really creepy masked guys that kept on moving every time you knock them down." Michael excitedly tells Ms. Whitman as she treats his injuries. "It was so much fun."

"I take it you've enjoyed yourself." She says to him. "Just make sure you're more careful okay?" she kisses him on the forehead.

"I will Deborah. Well I better get going before they find out I'm not there." He says as he heads back out the secret passage way.

As he leaves Bernard Gou and the Jackal enter, having a discussion, Gou not very happy. "You said they would take care of him. I paid you 20 mil to get the job done, a small investment compared to what I was supposed to gain. Now I'm a laughing stock."

"While I do regret my team not meeting your standards, I do have them operating on a more long term plan to solve your problem." Jackal says calmly.

"I don't have time for long term. The bosses have decided to go back to Sable's plan. They are organizing right now and I need to get to the target before they do." Gou stops in front of one of the tanks and looks over at for others. "How much for the set?"


	7. Chapter 7

"Seriously, you know who she is under that mask? I remember she pulled it off then I blacked out a few seconds later. Unmask, woman, then fade to black, that's it." Frogman asks Prowler as they play a game of poker at the hideout, with Patrick playing through the tray slot in his cell.

"Even if I did they didn't tell you for a reason."

"Ah you're both full of it. Royal flush." Patrick says as he lays his cards down and pulls the chips through.

"He's cheating, he's got to be." Frogman says. "That's six in a row."

"Quit whining and pay up." Patrick says smugly. Frogman reaches into his pocket and a small green gem falls out.

"What is that?" Prowler says as he looks down.

"The eye of Barcelona." The amphibian says hesitantly.

"You stole it?"

"I 'liberated' it from Black Cat's stash. Interesting story with that."

"And this is exactly why no one tells you who they are, completely untrustworthy."

"Wow, a loser and a thief." Patrick says laughing

"Who are you calling a loser short stack?" Frogman says

"The guy who dresses in a frog suit and thinks he can get with Fire Star."

"That's it." Frogman jumps up. "You want me to come in their?"

"Bring it chunky." Patrick jumps up ready to fight. Prowler then jumps up and stops him from opening the door. "Why do I have to be the babysitter for these guys?"

Frogman's built in headset starts to go off and he answers it. "Yeah, oh hey Patch. Oh yeah, great I'll be right over. Okay see you then." He looks over at Prowler. "Hey great news, got some valuable info. I just need the informant. You want to come?"

"We can't go, we're supposed to watch the kid."

"True. Hey kid wanna go on a field trip?"

In town the girls take Vana out for the day as they patrol town. "This was a really good idea Peter had taking them out individually." Scarlet Spider says to Fire Star as they travel above.

"Yeah she really seems to be enjoying herself." Fire Star looks over at Vana who is clinging to Scarlet. "Aw, like a baby koala."

They look down and see their destination, a small building in town. They land down and enter, where a group of men, Bernard Gou among them, are seated. "Hello gentlemen, we're looking for a Mr. Gou." Scarlett says.

Gou still seated motions for his men to get rid of them. This proves a futile effort as Scarlet rushes forward using her venom blasts focused into her hands and immobilizes the group with a series of strikes. Fire Star rushes forward and grabs Gou from behind the table. "Let's talk." she says

"Veuillez ne pas me faire du mal. Je ne parle pas anglais."

(Please don't hurt me. I don't speak English.)

"Ne vous inquiétez pas je parle français." She says, smiling.

(Don't worry I speak French.)

"Nom d'un chien. Fine what do you want?" he says frustrated.

"Molten Man, I know you helped break him out of Rykers. His family wants me to bring him home." She says to him.

"What have we here, a little heroes for hire?" he starts to laugh. She shows her displeasure by shooting a fireball at the wall. "Okay, yes I broke everyone out but most went their separate ways. If I knew honestly I would tell you."

She releases him. "We'll be back, soon." The three exit as Gou falls back in his chair.

"Don't worry, we'll find him." Scarlet Spider says

"Yes, we really should do this again soon." He jokes as he pulls out the control for Molten Man's nanites under the table. "And we will."

Across town Frogman, Prowler and Patrick have made it to the rendezvous point on a small platform under the docks. Patch appears from the shadows. "Hey Patch long time no see. I'd like to introduce my sidekick Prowler and this is uh…my son." Patrick looks up at him very much annoyed.

"Great, nice to meet ya. I called you here cause I got some information you might be interested in. Word on the street is all the bosses in town have posted a bounty on a high profile target. They've laid down 15 million to whoever can get to him first."

"Any idea who it is?" Prowler asks

"Not exactly but I do have one lead in particular." He hands them a newspaper and the three observe the front page article.

"That's about as high profile as you can get I suppose. Thanks for the info Patch." Frogman hands him a twenty. Patch then hands him a large manila envelope then departs.

"Can we trust this?" Prowler asks

"Patch has never let me down before. He's a good guy, doesn't seem like it, but you know, deep down like me."

"Yeah except he still has a better chance with Fire Star." Patrick says.

"That's it!" Frogman yells out.

At the Police department Spider-man lands in the window of Captain Stacy who sits in his chair and turns around. "Glad you could make it."

"I heard you wanted to see me." Spidey says still perched in the window sill, Michael clinging to the side of the building.

"Hey dad I…oh Spider-man." Gwen Stacy says as she enters the office. "Sorry dad, didn't know you had company."

"Ms. Stacy." Spider-man says to her.

"Actually I could really use your assistance. Are you familiar with President Ahmed Fakkadi?"

"The president of Niganda. He'll be in town to speak at the U.N."

"He's made a lot of enemies with his reforms and that makes him a potential target for any of them." Gwen says. "However he doesn't want S.H.I.E.L.D. protection."

"Wow, you'd think for a guy with so many enemies he'd want the best protection." Spidey says.

"He doesn't trust them, thinks they have ulterior motives." Captain Stacy says.

"You'd like me to help with the security then?" Spidey asks as the captain gives him a silent nod.

Just then another officer enters the room. Though he looks young he has short cut white hair. "Captain Hayashi, you're just in time. I'd like you to meet Spider-man, he'll be helping us with Fakkadi's security team."

Hayashi looks over at the hero, just barely acknowledging him. "Right, Captain I'd like to go over Fakkadi's motorcade route. I've taken the liberty of making several changes that I think will help in making our operation more efficient. I'll leave them here for you. Ms. Stacy." He says as he leaves the room.

"He seems nice." Spidey says sarcastically.

"He just arrived at the precinct. My best assumption is that he was sent by S.H.I.E.L.D. They were bound to get their hand in somehow. That's one of the reasons I'd like you to help out with this particular assignment."

"And I'll be helping out too." Gwen says excitedly.

"You're just here to observe young lady." Her father tells her.

"Come on dad I can really help. Officer DeWolfe's been showing me everything I need to know."

"Well if you need my help, my friends and I are at your service. Just let me know the when and where." Afterward he exits the building with Michael not far behind.

"So we're bodyguards now huh. Pretty cool. Gwen's pretty cute." Michael says as they swing through the skyline.

"Yeah she…wait how did you know her name?"

"I uh…it's uh…imprinted. It's complicated to explain. In the tank we we're taught things. There were a lot of images and names that helped us learn, not sure what they were all for, but her name and face were in there too."

"Interesting if not a little creepy."

At a small warehouse Comet, T.C., and Warp work on their equipment. Comet wears a welding mask as he makes adjustments to his pack. Just then Gou enters the warehouse with his men. "Greetings gentlemen."

"What do you want?" Comet says as he removes the mask, revealing a black skinned face with long dreadlocks.

"To make you an offer. I am aware you are under Manfredi's employ, so let's cut to the chase, I want you to work for me. I'll pay you double what they are."

Comet marches over to Gou and stands in front of him. "You think we would betray the trust of our employer, who we have taken a solemn vow to serve until our contract is complete for your insulting offer of monetary gains? We'll it wouldn't be the first time. You've got yourself a squadron."

"Sweet double down." Warp says in the background.


	8. Chapter 8

At the office of L. Thompson Lincoln, better known to the criminal underworld as Tombstone, Lincoln enters his dim lit office to find a man in a green hoodie and blue jeans sitting in his chair. "Can I help you with something?" Tombstone says calmly, not at all surprised by the man's presence.

"Mr. Lincoln, glad you could make it."

"It is my office. Now then, give me one reason in the next ten seconds not to have my security break both your legs."

The young man stands up and walks around the desk. "I'll make this quick. I am a hitman and I am going to kill you." He rushes Tombstone with a kukri he pulls from his side and slashes at him repeatedly. Lincoln skillfully dodges the attacks. He grabs the would-be assassin by the wrist, twists the blade out of his hand and throws him against the bookshelf.

"Better men than you have tried son."

"Oh I assure you Mr. Lincoln, you've never seen anything like me." Just then a strong gust of air fills the room. The man's entire body begins to spin rapidly as he moves toward Tombstone, delivering a devastating series of blows on him. The regularly weak punches are increased to deadly levels due to the velocity of the assassin. He then reaches into his pockets grabbing a handful of throwing blades, catching the former philanthropist by surprise. Moments later Tombstone crashes through his office window onto the street, several blades in his chest.

Two weeks later Captain Stacy and his men are setting up at the embassy as president Fakkadi and his guards exit the building to the waiting limo. "Greetings president Fakkadi, I'm Captain George Stacy, these are officers Dewolf and Carter, they'll be…" just then Hayashi steps forward and shakes Fakkadi's hand.

"Captain Hayashi at your service sir, you'll be happy to know we have secured the motorcade route and anticipate little trouble."

"I thank you but I was hoping to speak privately with Captain Stacy." Fakkadi says as he gestures his guards to leave momentarily. One guard is hesitant. "It's alright M'tave." The guard then leaves. "Now Captain, the matter we discussed."

"Don't worry Mr. President, we're all set. We've taken all the necessary steps. You're in good hands."

"Dad, are we all set? Oh, President Fakkadi, hello." Gwen says as she runs toward her father.

"Ah this is your daughter I presume?"

"Yes this is Gwen, she'll be accompanying us on the trip."

"Good to have you aboard young lady."

Downtown Peter is waiting along the route with Norah Winter's in the crowd as they await the motorcade. "This is so exciting Peter. My first story covering a foreign diplomat, I am so stoked." Norah says jumping excitedly. Just then Hobie Brown walks up and greets Peter.

"Hey Peter what's up?"

"Hey, Hobie how's it going?"

"Pretty good, who's this?"

"Oh yeah, this is Norah Winters. She works for the Bugle, we're working together on the Fakkadi story." Norah shakes Hobie's hand as the two begin to talk. Her phone then rings.

"Norah Winters here. Understood." She then hangs up the phone abruptly. "Listen Peter something just came up. I should be back before Fakkadi gives his speech. Make sure you get some awesome pics for the article." She runs off leaving the two to talk.

"So Hobie have you heard from MJ? I haven't been able to get in touch with her."

"Didn't you know? She got a job working at F.E.A.S.T. Mindy's working there too. The two of them are going to be on stage when Martin Li greets Fakkadi at the F.E.A.S.T. center. Didn't your aunt tell you?"

"It must have slipped my mind. I've been so busy lately, what with the clones and gangs. Plus we've got to be on alert during the whole motorcade route. By the way, where's Frogman and the kids?"

"He's got them set up along the route somewhere. If anything goes wrong we just give the signal and they're all over it."

"Good to know. Hey here they come." They observe as the motorcade approaches. Many of the people begin clapping as the cars pass. Others hold up protest signs and yell. The day proceeds without much excitement as Peter manages to capture a lot of good shots as Hobie and the others make good on keeping their eyes peeled for danger. Peter takes another shot as the motorcade arrives at the F.E.A.S.T. center. As the security force moves out of the vehicle, Fakkadi emerges and steps toward the stairs and greets a waiting Li and his staff, Aunt May included. Peter then notices that MJ is not present on stage, neither is Mindy. Just as he snaps a shot of Li he catches a glare out of the corner of his eye. He looks over at an adjacent building and on the roof he sees the glint of a sniper's scope.

"Guys I've got something, looks like a sniper on the roof opposite the center." Peter informs over the headsets Frogman made for the team. "I can take him out without alerting anyone." He moves away from the crowd where he switches into his costume and, as Spider-man swings up behind the sniper who is in the prone position still aimed at his target. Spidey fires a web net on top of him and pulls the gun away. "Hey buddy you could put your eye out with that thing." He gets no response from the man dressed in black and grabs him from the roof. "What? A…"

"A dummy, yes you are." A man in green body armor and a rounded out helmet with a slit visor says behind the web-slinger.

"Hey your one of those guys from that band in the 80's I'm too young to remember." Spidey says mockingly.

"The name's Whirlwind web-slinger, and you're about to pay for what you did to my little sister."

"What are you talking about?" Spider-man asks.

"Didn't expect you to remember, doesn't matter though, I'm doing this for her." Whirlwind begins to spin his body and quickly overtakes Spider-man, his punches hitting faster than the hero can react.

"This seems oddly familiar." Spidey jumps back and fires web balls at the living tornado, only for the projectiles to be spun around inside the air current and thrown back faster than they were fired. "Okay bad idea, bad idea." He says as he dodges the returning fire. He then fires a stream of webbing at Whirlwind, this time the webbing wraps around him, encasing him in a cocoon which falls over on the roof. "Okay pal settle down and we'll work this out."

The cocoon starts to rumble and Whirlwind bursts out in a furious windstorm. Just then Michael appears. "I thought you might need some help. Also I was getting sick of Frogman and my brother arguing."

"We'll finish this another time Spider. I'm not done with you yet." He flies off with his tornado powers and quickly disappears.

"Thanks for the assist." Spider-man says as Michael gives a silent nod. They look down as Fakkadi and his entourage prepare to depart. "Alright, let's stick close, something tells me this is only going to get worse."


	9. Chapter 9

As the motorcade proceeds Spider-man travels along the rooftops, having sent Michael to rejoin the Frogman's group. "Surprised that we haven't seen any other villains since Whirlwind showed up." He says over the headset.

"I know it's weird, I thought these guys would jump at the chance to make that kind of money." Liz says as she stands in the crowd as Fakkadi's motorcade passes her. She looks up the road and calls Spidey back. "On second thought scratch that, incoming protestors." She says as the motorcade is blocked from its path by at least a hundred protestors with signs.

"Uh, sir we have a slight problem. How do you want to handle this?" one of the police escorts asks Stacy as they approach.

"We should have them moved by force if necessary." Hayashi says over his radio.

"Not an option. We don't need to cause an incident." Captain Stacy says in counter. "We'll have to reroute the motorcade instead. All cars follow my lead." He turns his car and the others follow down the new route. "Where did all these protestors come from? This route is supposed to be clear." One of the officers says as they round the corner behind Fakkadi's limo.

As they leave the crowd of protestors disappears, an illusion by Mysterio who stands by in his civilian guise, Quentin Beck. He calls over his headset to his allies. "All set, they're in route to your position."

"Okay everyone update time, the motorcade is making a detour so stay sharp." Spidey says as he swings overhead.

As the vehicles head down the new route, the jet-pack trio sit perched on a nearby rooftop and see the oncoming target. "Alright boys time to get paid. Remember, the target is priority, anyone else is fair game as well but he comes first." Comet says as he puts on his helmet and the three leap from the roof, igniting their packs. They fly over the group and begin firing their blasters at the vehicle's wheels.

"So much for no problem huh?" Carter says to a none to amused Hayashi in the squad car just ahead of Fakkadi's limo. The officers in the rear fire shots at the three criminals who take out the tires of the last car in the motorcade, causing it to lose control and almost crash into a group of bystanders. Spider-man sees the danger and webs the car from above, slowly decelerating the vehicle before it can do any damage. "Fire Star I could use a little air support over here."

"I'm on my way." Liz says as she turns into an alley way and transforms. She then flies off in their direction. She reaches her destination to find Spider-man fighting in a mid-air duel with Comet, Warp, and T.C. She quickly intervenes by firing a blast of flames, separating the group. Spidey looks over at her "Fine, I jinxed it, you happy now? And seriously, you need my help fighting these three losers? Don't you fight Vulture?"

"Hey it's just one old, bald guy. Plus these guys have lasers."

"That's not all we've got web head." Warp says as he teleports behind Spider-man and knocks him out of the air. The hero spirals out of control and crashes through the window of a nearby building. He tumbles but manages to regain his footing inches away from a long stairwell.

"Phew, that was close." He says just as Warp teleports behind him.

"Push!" the criminal says as he shoves him and watches the hero tumble down the flights of stairs. "I've always wanted to do that. This mission was worth it for that alone."

"You idiots they're just distracting us. T.C. take care of the girl, we'll finish the job." Comet says as he and Warp head after the limo, T.C. staying to continue the aerial battle with Fire Star.

The two remaining move in to stop the Fakkadi's limousine. Warp reaches it first and taps on the rear passenger side window. "Knock knock." He says tauntingly.

The door suddenly swings back, slamming him in the face and throwing him onto the street. Gwen Stacy peers out smiling as she watches the crook crash. "Who's there?" she says playfully.

Elsewhere, Overdrive sits in a semi-truck colored navy blue with gold trim. He is then joined by Hammer Harrison who sits shotgun. "Okay we're all set in the trailer. Nice color scheme by the way."

"I was feeling a little nostalgic today." Overdrive looks down and sees the motorcade on his monitor. "Time to roll, we'll get right behind them and collect that reward."

"Do you mind if I put on a little music for the occasion?" Harrison asks as he puts a cd into the slot as it begins playing Move by Ludacris as the truck begins to roll onto the street and after its target.

"This is really not good. I thought those heroes were supposed to keep us safe." One of Fakkadi's guards says as he looks out at the fight between Fire Star and T.C.

"Don't worry so much. I've seen them in action. We've got nothing to worry about." Gwen says seated across from the guards who are sitting on either side of Fakkadi, who sits patiently, seemingly not worried by the attack. Just then a big rig rams the last two patrol escorts guarding the rear defense of the motorcade and begins to speed up behind the limo, blowing its horn. "Okay that yeah we can worry about that."

The truck begins bumping the fender of the limo as Fakkadi's guards stick their guns out the windows and begin firing back. "Okay they want to play that game, fine with me." Overdrive says as he flips a switch on the dashboard and a large set of guns pop out from to compartments on the front of the truck.

Just before they can be fired Spider-man returns and fires a glob of webbing on the barrels. He then jumps on the hood of the truck and looks inside. "Well aren't you two just the odd couple if ever there was one?" he then climbs over the top.

"I got it under control. Okay boys time to get to business." Harrison says over a walkie-talkie as he opens the door and climbs to the top of the trailer. "Hey Spidey, guess who?" he says as the other Enforcers bust through the roof of the trailer onto the top.

"Hey ol' son long time no see." Montana says in his new armor. Just then Frogman lands on the roof to the surprise of the group and Spider-man himself.

"What are you doing here? I thought you were watching the kids?"

"I kept them busy." Frogman says.

Across town on another part of the motorcade route Rhino is charging toward Fakkadi's position as the three clones try to stop him, Michael swinging over him firing webs, Vana holding onto his horn, and Patrick being drug across the ground by a web line as he tries to slow Rhino down. "When I get my hands on that no good frog,"

"Now who's the odd couple?" Harrison says mocking the two.

"Let's get down to business." Montana says.

"Okay you don't have the Shocker suit anymore. What do I call you now?" Spider-man asks.

"Bullwhip will do." He says in response as he swings his signature weapons.

"Wait, not Mickey Rourke? Pfft, whatever." Frogman says as he dodges the attack and the other Enforcers launch a simultaneous attack. Spider-man dodges the furious swings, punches and kicks and counter attacks by kicking Ox in the chest. This move would normally not make the large man flinch but the unstable movements of the truck turning is enough to knock him off balance and fall over the side. Marston makes his move and lunges toward Spidey, wrapping himself around him.

"Nice try Marston, but I never fall for the same trick three times." The web-slinger says as he activates a special web cartridge on his belt that releases a large explosion of webbing that forces Marston to release his grip coating him in the sticky substance. He then sweeps his legs, knocking him on his back and sticking him to the roof.

Meanwhile Frogman is being beaten senseless by Ricochet as the Enforcer unloads a large volley of his martial arts skills on the amphibian. "Okay buddy I think I'll let you off with a warning." Frogman says, dazed from the blows. As Ricochet lunges forward for a flying kick the teen falls over, causing the mercenary to fly over the edge. He quickly rebounds off the ground and bounces back toward the truck. Frogman presses a button under the fringe of his helmet that propels him at the oncoming Enforcer. The two collide in mid-air and the resulting kinetic energy throws the two in different directions, Ricochet being thrown through several buildings, and Frogman being caught by Spider-man and webbed to the side of the truck for safe keeping.

"Wow Montana, a new suit and you still can't hit me. And I've always wondered, why did you call yourself the Shocker again?" he evades an attack from behind by Harrison. "Was it because of your powers or because you saw how ridiculous you looked in that outfit?"

"That's it the kid gloves are off." Harrison says as he rushes the hero.

"Like they were ever on." Spider-man uppercuts the charging villain and throws him at the cabin of the truck, one of his gloves hitting the roof, blasting a hole through it as he falls upside down in his seat with a surprised Overdrive looking over. As Bullwhip prepares to continue the fight Frogman yells out. "Time to go Spidey, the truck stops here." He says as both Spider-man and Bullwhip look up to see Rhino, blinded by webbing in his eyes charging at the motorcade, with the clone trio on his back. "Well this has been fun, really should do this again, bye." Spider-man says as he grabs Frogman and leaps away from the truck. The three jump off his back as he barely misses the limo and plows into the semi, knocking it, himself and Bullwhip into the pond in Central park.

Spider-man and the group take a minute to rest and land down on a roof, still keeping track of the cars. "I'll kill you!" Patrick says as he jumps on Frogman attempting to strangle him.

"Get him off me."

Spider-man intervenes, separating the two. "Everyone relax."

"He left us to fight that thing on our own."

"If I recall correctly you said you could handle him with one hand tied behind your back. Don't talk a big game if you can't back it up." Frogman says to the kid.

"Why you," Patrick tries to punch him as his brother and sister hold him back.

"Alright, you two calm down. Listen, first off you don't put these kids in danger. We had a plan. You stay with them and keep them out of trouble. That doesn't mean deserting them when things get to hectic. If it were up to me you wouldn't even be here, but Fire Star asked me to put you on this assignment and I trusted her judgment."

"She asked for me?" Frogman thinks to himself.

"And Patrick I know you want to see some action but you can't go around trying to be tough all the time. No matter how strong you think you are you still need help, okay."

"Fine." He says as he folds his arms and turns away from the group.

"Uh guys, where are you?" Prowler says over the headset. "I could use some help out here." The group look down to see Prowler fighting five figures dressed from head to toe in black.

"Cool, ninja." Frogman says as the group leap into action.

Prowler is having a hard time battling the five as they hit him from all sides. He suddenly bounces back with a series of savage blows that debilitates one of them. "Uh-oh, I think he's lost it again." Frogman says as they reach the limo only to see Prowler throw another of the assassins off the roof. Spider-man fires a net of webbing to catch the man as he lands on it. The web slinger jumps over to Prowler as he attacks the hero along with the ninja. "Come on snap out of it." Prowler stops for a moment only to lunge at Spidey.

The battle rages on as Spider-man switches between fighting the ninja and evading Prowler, who attacks everyone that comes near him. Spidey dodges the attacks, but finds his opponents are extremely agile. Prowler attacks Vana, but Michael repels the attack knocking him back, forcing him to choose a new target, a distracted Spider-man. He then lunges at his unsuspecting target.

Before he can make contact Vana intercepts him kicking him off the roof. "I…I didn't mean to hurt him." she says as one of the ninja attack her, Michael coming to her aid.

As the battle rages on the Squadron return as Comet and T.C. are being pursued by Fire Star. "There they are, loose this girl already." Comet says to his partner. T.C. fires a rocket from his wrist launcher at her. She throws a fire ball at it and the projectile explodes releasing a thick gas that shuts off her powers as she plummets to the ground.

"Spidey, throw me." Frogman says as Spider-man grabs him by the back of his suit and throws him in Fire Stars direction, as he catches the girl in the air and the two tumble to the ground. "Are you okay?" he asks as she gives a nod. She tries to power herself back up but nothing happens.

"We might need a cab." She says.

T.C. and Comet dive on the limo but fire from the squad car ahead forces the leader to pull back as T.C. presses on, blowing off the side door of the limo and lands inside pointing his wrist gun at Fakkadi. M'tave points his gun at the Squadron member. He is surprised however when the second guard point his gun directly at him. "What are you doing?"

"Making a fortune." The guard says pulling off a fake face revealing the Chameleon. "Now Mr. President, you'll be coming with us."

"That's Ms. President to you." Fakkadi disarms the T.C. and slams his head against the dashboard as Gwen catches a surprised Chameleon off guard, disarming him as Fakkadi punches him in the face then kicks him, knocking him out. Fakkadi then pulls off a face mask revealing officer Jean Dewolf, who give Gwen a thumbs up.

On the roof Spidey and the clones continue their battle as the rest of the motorcade moves on. "Keep going we'll handle these pajama wearing clowns." Michael says to Spider-man.

"You're sure?" he asks

"Yeah we got this." The hero swings off as the three on three fight continues. The group switch battle grounds to the top of a passing bus. The trio find it continuously more difficult to keep up with their larger opponents. Comet then circles over the group spraying the roof of the bus with his wrist blasters, causing the bus driver to careen across the road throwing two of the three ninja, Patrick and Vana off the roof. One of the shots comes directly toward Michael, who is to unbalanced to dodge the shot. The final assassin seeing this tackles Michael off the roof as the shot pierces his back and into his chest.

"Stupid fool." Comet says surprised at the assassins action as he flies off.

Patrick and Vana rush over to ninja, who is still holding Michael in his arms. "Are you okay?" they ask.

"Yeah I am." He gets up and stands over the mortally wounded assassin. "Why would he do that?" Michael asks as he reaches down and pulls the mask off the ninja, the man underneath looking exactly like Peter with red hair. He looks at his neck, tattooed on the side is a designation: B-339. Michael and the others step back. "Ben? I don't understand." Ben looks up at the three smiling lightly before his body dissipates to dust. The other four black clad clones look on before running off.

"What's this all about? Why would Father send them?" Vana asks

"I don't know, but let's see if we can't get some answers."

The group finally arrive at the conference where Fakkadi emerges from one of the squad cars in police attire. "Thank you for your assistance." He says to officer Dewolf, who hands him his dignitary clothing.

"Here you are Mr. President. I'd keep them but they're not really my style." She jokes, causing Fakkadi to let off a light smile.

As the group head in Gwen nudges her. "Nice."

"You didn't do too bad kid."

"I had a good teacher."

At the police precinct, Officer Stan Carter is taking account of the criminals arrested during the chase. "Okay so let's see, that's six total. Sylvester Marston, Chameleon, Rhino is being transported back to the Vault, one jetpack crony, Raymond "Ox" Bloch, and Overdrive. Although I don't think you're in our database." He pulls off Overdrives helmet to reveal a woman with blond hair.

"I know her. She used to work for Hammerhead." Spidey says observing from across the room.

"You're sure." Fire Star asks him.

"She hit me with a car at least three times, so yeah I'm sure."

"She's also responsible for the attack at OSCORP. I say we question her, she works for Mr. Negative." Frogman says to the two.

"You guys go ahead and find out what she knows. I still have a little security work to finish." Spider-man says as he heads out.

An hour later and the woman still hasn't talked, sitting quietly in the interrogation room. "Well we know her names Allison Mongraine, age 34. Outside that she won't say a thing. And we don't seem to have her in our database." Carter says as the three stand outside the room.

"Maybe I can help." Scarlet Spider says as she enters with an officer escorting her.

"Where have you been all day?" Fire Star asks her.

"Would it be weird to say I have no idea?"

"Yes, but right now we could use your help. We caught Overdrive and she's not talking."

"She?" Scarlet Spider looks into the room through the slot in the door. "Hm, interesting. But what do you need me for?" the two step aside for a moment.

"Remember that special power I showed you how to use?"

"Yeah but you said it was only for emergencies." The two continue to whisper. "Alright since you put it that way, I'll need two minutes." Carter opens the door as the spider walks in and seats herself on the opposite chair from Mongraine as the officer shuts the door. "So you work for Mr. Negative?" the woman says nothing as Scarlet Spider lets out a sigh. Mongraine looks up at the hero and is horrified to see a large spider monster in front of her. "Now, what do you say we have a little talk, girl-to-monster girl?" it says in a howling voice.

Carter and Frogman stand nervously outside the door as they hear screams from within. Fire Star on the other hand stands patiently filing her nails. The noise then stops and Scarlet Spider emerges from the room. "We have to hurry."

"Why, what happened?" Carter asks.

"Fakkadi's not the target."

"Then who is?"

At the conference, Fakkadi continues his speech, with his guard and the officers on either side of the stage, while Spider-man stays hidden in the shadows on the ceiling listening to the Nigandan president's fiery speech. "My nation has been assured by the Black Panther herself that any further S.H.I.E.L.D. incursions into Nigandan will not only result in a declaration of war against my nation, but against Wakanda as well. We will not allow this organization to steal what is ours, what we have built." He slams his fist on the podium to make his point. Like well-timed clockwork the wall behind him explodes as the Hobgoblin flies in on his glider clapping.

"Oh don't stop on my account. The shows just getting good." The villain says laughing as the crowd flees and the guards fire at him. The bullets bounce off a shield he wears on his left arm, using it to deflect the incoming projectiles. "Ah professor Lansky, your hard light shielding applications never ceases to amaze." The then fires back with his finger gun and pumpkin bombs.

"Wondered when some new villain would show up. But come on Osborn, you couldn't come up with a new gimmick." Spider-man leaps from the shadows and onto the glider as the two begin to grapple, as the glider begins to spiral out of control. They then crash as the glider tumbles across the room. Spider-man jumps on Hobgoblin and pins him to the ground. "Now let's see who's under that mask."

Before he can unmask the villain, the Hobgoblin pulls out a detonator. "News flash: Bold Villain Still Has an Ace in the Hole." He says as he presses the button causing a series of explosions around the room. Out of the corner of his eye Spider-man sees Gwen Stacy being led to the exit by Jean Dewolf, only for falling debris to separate the girl from her police escort. Hobgoblin uses the distraction to punch the hero in the face, knocking him to the ground. He then spots Fakkadi being escorted out by Captain Stacy and two guards on the second floor of the auditorium as they make their way to a secondary exit. "Oh no you don't." the goblin presses a button on his wrist activating his glider. He then turns to a half conscious Spider-man. "You know it wasn't really that hard to get those idiots to go after Fakkadi. He is a more likely target. Even if they did fail it was a suitable enough distraction to keep you busy so you wouldn't see this coming." He hits another button and the glider fires a rocket at the group.

"Fakkadi get down." Stacy pushes him out of the way as the blast hits the ground below them causing the floor under the Captain to give way as a large amount of debris falls on top of him. Spidey watches in horror and hears Gwen scream on the other side of the room as she sees the whole thing.

"Well with that done, I think I'll take my leave but I'm sure I'll be seeing you soon." Hobgoblin jumps on his glider and blasts a hole through the ceiling, exiting the burning, crumbling structure.

"Get out of here!" Spidey yells to Fakkadi as he and his guards rush out. Gwen and the hero rush over to help the Captain.

"Get out of here." He says weakly as Spider-man attempts to clear the rubble.

"No dad, we're not leaving you." She says. The captain on the other hand can see that there are still activate bombs on the ceiling.

"Please get her out of here." He tells Spider-man who reluctantly grabs a kicking and screaming Gwen and swings through the hole made by the goblin. Moments later the building erupts in an even more violent explosion as everyone outside watches in horror.

Spider-man lands on a roof with crying Gwen who pushes him away and falls to the ground. "Gwen I'm sorry about your father."

"How could you possibly understand?" she says, tears rolling down her face.

"Because I know what it's like to lose a father." He says as he pulls his mask off.

She stands up looking in disbelief, shaking her head. "Peter? No, no, no!" she slaps him in the face then falls into him, hitting him in the chest. "It should have been you! It should have been you!"

"I know Gwen, I know."


	10. Chapter 10

The three clones return to the Jackals lab through the secret passage. While still hidden they hear the doctor talking to Debra Whitman. Really Ms. Whitman, your concern for these clones borderlines on disturbing. After all we can always make more." The doctor says as he has five fresh clones in the tanks. "We need to speed up the process if we are to meet the deadline. Is that understood?" Michael holds Patrick back as they remain in the shadows.

"Y…Yes sir." Debra says as she looks out of the corner of her eye and sees the three slip back out the passage.

"What was he talking about deadlines? He never mentioned that before." Vana asks as they swing off.

"Who cares, right now we need to focus on what to do ourselves." Patrick says.

"I think we need to tell Spider-man and the others about this."

"Oh great idea, we can walk in and tell them how we get out every now and again and tell the doc all their secrets. Yeah that will turn out so well. If it was up to me…" Patrick says as he is cut off by his brother.

"But it's not, it's my decision."

"Says who?"

"The fact that I'm older than you."

"By five minutes." Patrick says angrily

"And the fact that you know that makes my point. But you're right we can't go back, so here's what we'll do."

A week after the death of Captain George Stacy, friends as well as fellow emergency rescue service members attend his funeral. As the casket is lowered down Peter, Mary Jane, and Liz stand together. Hobie is present with Mindy and in the back of the crowd a husky young man with curly blonde hair, better known as Frogman stands silently. He turns his head slightly and sees the three clones perched in a tree in the distance before they disappear.

Peter looks over at Gwen who is standing next to Harry. "You were right Liz I should have told her. She was so angry when I told her about me, the secrets I kept from her, I had so many chances to tell her and now it's too late." Gwen looks over at him for a moment before turning away.

Liz puts her arm on Peter's shoulder. "It's not your fault okay? Don't blame yourself. We'll get this guy don't worry." Peter looks up and sees Eddie Brock keeping his distance from the proceedings.

Just then Gwen walks over to the group. "Hey guys." She says

"How are you holding up?" Mary Jane asks.

"I'm alright all things considered. Officer Dewolf is letting me stay with her until I can get my things packed and sent to my aunt's house in Virginia. Do you guys mind if I talk to Peter in private?"

"Sure, no problem." Liz and Mary Jane leave as Gwen and Peter walk off a short distance to be alone as a shocked Harry looks on.

"Listen Gwen, I really am sorry for everything. I should have told you from the start, I just didn't want to put you in any danger." Peter says before she cuts him off.

"I'm not mad about that anymore Peter. I didn't come to talk about that."

"Then what..?"

"I want you to help me kill the Hobgoblin." She says stunning Peter.

"You're not serious?"

"I am, he killed my father and he's still out there. You're my friend Peter. I thought we could have been more than that, and I really need your help."

"Gwen…this is wrong. Your dad was a police officer. You know he wouldn't want you to do this."

"Peter, if you had the chance to get even with the man who killed your uncle Ben, would you?"

Peter pauses. "No, I wouldn't, and I really hope you don't do this Gwen, because if you do, I'll have to stop you. Please, for your father, don't do this."

She looks at him with utter contempt. "I knew you wouldn't understand." She says as she walks away furiously, leaving Peter alone.

Later that day Peter sits with Liz, Mary Jane, and Hobie in the Spider's web as they discuss the recent events. "Do you think she'll actually go through with it?" Hobie asks.

"I don't know, but what I do know is we need to get this guy before he hurts anyone else. Any leads on where we might find him?" Peter asks.

"Not a single hint, but the Frog guy's not here either. Where is he by the way?" Mary Jane asks the group. "I haven't seen him all week."

"He said something about heading to an appointment. I guess he'll pop up sooner or later." Liz says as she sips a cup of tea. "We should really make an effort to find out more about this Hobgoblin. We'll split up and see if anyone knows anything about him."

"Hopefully we'll get to him before something else goes wrong."

At a small bar in the city, Comet in his civilian guise is having a drink. As he orders another Gwen Stacy walks in wearing a black shirt, blue skirt, and long black boots with a trench coat and sits across from him. "Before you say anything Ms. Stacy, know that I had nothing to do with your father's death. And no I don't know the location of the Hobgoblin. So you're out of luck."

"That's okay, because this might convince you." She pulls out a large stack of money and lays it on the table. "You may not know where to find him but you can help me with some equipment."

He looks at the stack, picks it up and, after counting it slides it under the table. "Okay, well I might have something." He places a small device on the table. "This was a part of Mysterio's equipment from his prison bot. The rest was fried in the breakout but a buddy of mine managed to grab a few pieces and save them for me. I was going to use the thing myself but since you're so keen on getting the goblin take it."

"Anything else that might help?" she says as she pushes another stack toward him.

He sighs. "Alright, ever heard Scream?" she shacks he head in disagreement. "She's got some kind of living suit that can morph weapons and gives her powers like Spider-man. She's been seen in town lately. If you can get it off of her you might be able to use it. Of course that all depends on whether you can trap the goblin and make him fight your fight."

"Oh don't worry about me. I have everything under control." She says as she gets up and leaves the table.

"Oh and one more thing," Comet says as she stops and turns back to him. "if you see my friend T.C., and I'm sure he's talked already, tell him this." He points his left hand like a gun, holding a drink in his right. "Bang." He says as he bottoms up the drink, watching the girl leave.

In a warehouse on the docks a large crowd of criminals and thugs are collected in a meeting. Frogman makes his way into the crowd although not feeling too out of place as he sees Mysterio, Man Mountain Marco, and a collection of others. He looks over at the door and sees the guard stopping a kid in a red hoodie and blue jeans. He instantly recognizes the kid and walks over to the two. "Hey I told you to wait outside. It's cool he's with me. Thought it would be good for the kid to see how daddy gets the bills paid."

The guard lets him in. "Stay close to him. I don't need the boss coming down on me." He tells them as they walk in.

"What are you doing here Patrick? Where are your brother and sister?"

"They're around. We needed a new place to stay and we don't have money for any food, and the others frown on stealing."

"Why aren't you guys back at the hideout?"

"I actually have a confession. We weren't really that secure in the cell. One of us would break out every once in a while and head back to the doc's lab. We fed him information about you guys. After what happened it didn't seem right going back. So I thought I could make some easy money signing up with Mr. Negative."

"Well I think you're going to be disappointed." Just then Black Cat grabs Frogman from behind and throws him to the floor. "Oh hey Cat, I take it your still mad about me taking the Eye of Barcelona?"

"Any last words?" she says as she raises her claws.

"Well I thought Julie Newmar pulled off the cat thing better, but you're a close second." He pulls out the gem and gives it to her.

"Thank you kindly, and now that business is over we can get back to friendship." She says as she helps him up as Patrick looks on. "And who is this little guy?"

"This is Patrick." He introduces the two. "So what happened, Cat? You usually don't get involved in big operations like this."

"Yeah but this guy's making his presence felt in the city. So I thought I might as well see what he has in store for everyone." just then Hammerhead takes the stage in front of the assembly, an inner demon on either side of him.

"Alright you mooks listen up. This is how things are gonna be from now on. You's work for Mr. Negative now. Any operations, any heists you got planned, you okay it with him first. Understand?"

"Actually, no I don't understand." Frogman shouts out as everyone in the room turns their attention to him, Patrick and Black Cat surprised. "Why should we work for this guy? The last time I worked for him one of his guys tried to whack me during a mission. If that's the kind of job security he's offering no thanks." A few of the guys begin to murmur. "And anyone who would hire you has got to be crazy. Hey everyone, this guy turned traitor on the Big Man and didn't even have the guts to take power for himself. Who's to say he won't do it again and leave us all fighting for scraps or under another wacko goblin? I don't know about you but I have no intention of listening to this mook." He turns and heads to the door.

"Watch out!" Patrick and Cat yell as Hammerhead charges off the stage and rams him in the back, picks him up off the ground and begins pummeling him. Patrick attempts to rush over and help but cat stops him. "No it's too dangerous." She says as they watch the beating.

Hammerhead picks up a battered Frogman and slams him through the floor as he falls into the water as his two friends look on in horror. "Any of you mooks got any other objections. Good now as I was saying,"


	11. Chapter 11

"Thanks Liz. That was a lot of fun." Mary Jane says to Liz Allen as they walk down the street.

"No Problem. It was good to just have a night out with friends and just take your mind off all that's going on."

"I know what you mean. This is just crazy. But at least we can all just relax for now." As they walk to the home of Mary Jane's aunt they spot a police car outside. They head in and see two officers sitting at the dining room table with her aunt Anna. "Aunt Anna what's going on?"

One of the officers stands up. "Are you Mary Jane?" she nods. "We need you to come with us."

"What's going on? I haven't done anything wrong."

"We can talk more down at the station." He says as he moves her out to the squad car.

In downtown Manhattan a disguised Sally Avril sits on the couch in a fancy apartment next to an older man. She lays on him as the two kiss. "You know what I love about you?" she asks

"What's that my dear?" he asks

"You're a lot easier to fool than the last guy." She says as a tendril comes from her back slipping behind the man and knocking him out. She then scans his brain and gets up, heading over to a safe hidden behind a picture. "You rich guys really like these things don't you?" as Scream she pulls the safe open and begins to pull the money out.

"I hope I'm not interrupting anything. If I am, all the better." Gwen says standing at the door. "You have something I need."

"Yeah a brain apparently." She says as she rushes the girl. Gwen simply throws a small disk in front of her. When Screams steps on it she instantly stops yelling out in pain as the symbiote writhes. She falls to her knees in front of the girl.

"Sonic device, emits high-frequency sound waves. Peter was right you really don't like loud sounds. Not too surprising though. It comes from the vacuum of space, not too much sound out there."

"What…do…you want." She says weakly as she attempts to stand, to no avail.

"Revenge, revenge for my father. That's why I need you."

"We're not cheap." Scream says with a slight pained smirk.

"Not you, it. Peter says you can understand me. Join with me, let me be your host and I'll give you a hate you've never felt before."

"You think you can separate us? We are…what?" Scream says as the suit glides off of her over to Gwen. "Where are you? Get back here, we're the perfect team!"

"Sally, why am I not surprised?" Gwen says as the black creature joins with her. "You can call me Agony. See you around Sal." She says as she swings out the window.

"Hey Gwen, it's Peter, again. Really wish you'd pick up the phone. I just wanted to talk about, you know." Peter says pacing the floors of the hideout as he leaves his message. As he hangs up Fire Star enters.

"Peter we have a problem. Mary Jane's been arrested."

"What? What happened?"

"I don't know they said she was involved in some kind of robbery a few days ago. This doesn't make any sense Peter."

"She was missing for a while when were guards for Fakkadi. But why would she do that?"

"I'm not sure, but the officer said that several of the employees from F.E.A.S.T. were involved." As they continue their conversation Frog-man enters, his suit badly damaged as Patrick and Vana help him in. Peter quickly pulls his mask on. "What happened?"

"Went to a hiring rally for Mr. Negative, thought I could dissuade a lot of the guys from joining. As you can see it didn't turn out that well."

"We…we should go." Vana says as the two clones dash out the exit.

"Wait!" Fire Star shouts as they leave. "Where are they going?"

"No idea, I just hope they stay out of trouble. But I think we have a slightly bigger problem." Frogman says pulling his helmet off. "Mr. Negative and his boys are preparing for a final throw down with the mafia. There's something big coming in the next couple of months, but right now both sides are getting as many players as possible."

"That does not bode well for the city." Spider-man says. Just then he gets a call on his cell phone. "Hello. Wait, slow down. You saw who? Where? Okay we're on our way." He hangs up. "That was Prowler. He spotted the symbiote headed down town."

"Scream?" Fire Star asks with concern.

"Don't think so, he said it was black. You don't think it's…? We should definitely hurry."

"Yeah you guys go ahead. I think I'd better get to the hospital." Frogman says as the two depart.

In the middle of Manhattan, Hobgoblin soars over the streets as he sees a group of men in black suits on a roof unloading several cases from a helicopter. "Ooh, looks like pay day comes early." He swoops down on the glider, reigning bombs down on the group. As he sweeps back around he notices they do not scatter. As he gets closer he hits his neck on what appears to be a clothesline that knocks him off of his glider onto the roof as the group and helicopter vanish. He lays flat on his stomach as he looks around and sees a black figure jump down in front of him.

"Well well, I have to say you are as predictable as I thought." Agony says as she approaches the goblin, forming her hand into a sword. "Now it's time for you to suffer like I have."

"Eh, I'll take what I deserve. But, just for the record, who are you?" Hobgoblin says with a smirk. An enraged Agony lunges at him stabbing the blade into the ground as the goblin narrowly avoids the blow. He jumps up and fires his finger blasters at her before jumping back onto his glider, circling around her. She pulls her arm free and jumps at him. He avoids the attack and keeps dodging any blow she tries to deliver. "You wasted my time with this anti-climactic show down? I really thought you'd do better."

"Oh don't worry I have." She hits a switch and the area around the two changes into a jungle landscape. The goblin looks around slightly panicked as he has lost track of the girl. As his glider hovers backward he is startled by an explosion from behind, forcing the glider forward as another explosive goes off in front of him. Several more explode around him, forcing him to move across a set path, otherwise risking the possibility of being blown to pieces. "Are you afraid? Good, I knew Mysterio's tech would come in handy. You know none of this is real but it really doesn't matter. You're playing my game now. And it's time for my favorite part, sudden death." She lunges out from one of the bush holograms and knocks the Hobgoblin off the glider, pinning him to the roof of a building as she prepares to finish him.

"Gwen, don't do it!" Spider-man says as he, Fire Star, and Prowler land down on the roof as the holograms disappear.

Agony looks up at the group as she still holds her bladed hand to the goblin's throat. "You said you didn't want to get involved, so I handled things my way. Now if you don't want to get hurt, get out of the way."

"Trust me, as much as you may think you won't revenge, you don't want to give in to it." Prowler says

"You don't get it do you? It's not vengeance it's justice."

As the group argues Hobgoblin uses the distraction to blast Agony in the face with his finger blaster and takes off on his glider. Agony recovers quickly swinging a long tentacle arm at the heroes, knocking Prowler to the ground. She then jumps off after the goblin.

"Are you okay?" Fire Star asks Prowler who gives a nod as the group gives chase.

They weave through the streets as Agony closely pursues Hobgoblin. "How about trying these on for size?" he throws a volley of pumpkin bombs at the alien suited girl. The explosion obscures the view behind him as he laughs maniacally. She then emerges from the smoke still hot on his heels.

Fire Star is ahead of the two others as she attempts to reach Agony. "I don't want to hurt you Gwen."

"You won't get the chance to." She says as a small device appears from below the suit. It fires a small white sphere onto Fire Star that extinguishes her flames as she tumbles out of the sky. "I got you." Prowler says as he snatches her from mid-air and the two crash through a window of a nearby restaurant, the customers looking on in disbelief. "Uh, table for two please?"

Spidey continues alone as the two ahead of him close the gap between each other. Hobgoblin looks back as Agony approaches from behind. "Oh give up already." He says emptying his arsenal on her, doing little good as she and Spider-man behind her dodge the attack. As the goblin turns a corner, Agony maneuvers in front of him and kicks him onto a nearby roof. He crashes the glider, this time completely destroyed, as she approaches him, a gun in hand as she point it at his head.

"Got any more jokes clown?" she says as he scrambles to his knees.

"Please, I beg you. Don't kill me." She puts the gun to his forehead and prepares to pull the trigger. "Gah, please just give me one last request." As he pleads her phone rings. "You should probably answer that." he says nervously.

She peels back the symbiote from her face as she slowly answers her phone with her left hand, her other hand holding the gun that is still trained on the villain. "Hello." She says as she answers. Her eyes open wide. "I…I understand." She says as Spider-man lands down.

"Gwen stop, please." He says as she whirls around and shoots him in the right wrist. "Ah, what are you doing?"

Hobgoblin throws a razor bat at the hero that swings around and cuts the backs of his knees as he falls to the ground. "She's playing for our team now. Good old fashioned brain washing did the trick. And now Miss Stacy, if you would be so kind, I do have a schedule to keep." Gwen obeys his orders without question and takes aim at him.

"Gwen, please you don't have to do this. I'm sorry I couldn't save your father. But please, don't do this. It's not what he would have wanted."

She stands there for a moment, sweating as the gun shakes in her hands. "Now Miss Stacy!" she continues to hesitate, finally dropping the gun.

"That's my girl." Spider-man says. Just then a shot fires through Gwen's chest and she falls motionless on the ground. "No!"

Hobgoblin stands up, blowing the smoke from his finger. "Well that was a disappointing show. You know you really are terrible at this hero thing. I mean, you fail to save the officer, and then you let his only child go on a mad quest for revenge and let her die. I hope I'm not crossing too many lines but you suck." He says laughing as Spider-man clutches Gwen in his arms. He then leaps up tackling the goblin and begins mercilessly punching him in the face.

"Spider-man, stop!" Prowler says as he lands down on the roof and grabs the other hero by the wrist.

"Let go!"

"Not until you calm down. I know this isn't easy but I need you to calm down." As Spider-man relaxes, Prowler relieves his grip and the two walk over to the half-conscious Hobgoblin and pull his mask off, revealing Norah Winters.

She looks up and stumbles to her feet, her face bruised and her nose bleeding heavily. "Sp…Spider-man? What's…what's going on? Where am…ah." She almost falls over the edge of the building before Prowler catches her.

"Ms. Winters, you have some explaining to do." Prowler says.

"What happened to me? I can't remember anything. I was in my apartment and then everything after that is a blur." Norah says.

"Wait here." Spider-man says angrily as he and Prowler head to the other side of the roof.

"Spider, I know what this is." Prowler says. "Whoever did the whole mind control thing to me must have done this to her. It's the only explanation."

"You really believe that?" Prowler nods silently in answer. "So what we just let her get away with murder?"

"It wasn't her fault. It's not right to blame her when someone else was pulling her strings." Prowler says as Spider-man gives him an angry glare. "Don't give me that look. It's the exact same thing as what happened to me. So if you're going to blame her for what happened to Gwen then you might as well do the same to me."

"Fine then what do you want to do with this?"

Prowler explains to Norah at length the events of the past few weeks. "I don't believe this. I couldn't have…I mean I didn't." she falls to her knees crying. "What do I do know?"

"Listen to me carefully. I'm not going to turn you in. None of this is your fault. But you're wired in the brain to be someone else's puppet. Take this." he hands her a card. "Go to the address and check yourself in under a nervous breakdown. They'll get you the help you need."

"Wow, I can't believe this. In three months, I've gone from reporter to super villain psychopath to mental patient. Must be some kind of record." She says remorsefully as tears roll down her face. "Thank you."

A week after Gwen's funeral Peter is in is room packing his bags as Liz watches. "You're really leaving Peter?" she asks him.

"I just can't be around here for a while, okay. Anyway, this Xavier school needs a few trainers, and this summer is as good a time as any to see what this place is like."

"Peter, come on, you know what Frogman said. These bosses are preparing for something big. This is the worst time for you to do this. The kids are nowhere to be found and Mary Jane is locked up for something we're not even sure about. I know how you're feeling about Gwen, but running away isn't the way to handle it."

"I…I have to go. I trust you can handle things for the next few months." He says as he packs his things and carries his bags down stairs where the taxi is waiting. He rides off leaving Liz in disbelief. As she heads to the HQ she receives a call from Hobie. "Hello."

"Hey Liz." Hobie answers.

"What's going on?"

"I know Peter is leaving town for a while. The thing is, I am too."

"What?"

"Listen Liz, this thing in my head it's making me dangerous to be around. The last time I attacked Mary Jane, then you guys. How long until I hurt Mindy or one of the kids at the center. I know it's going to be hard but I need to take some time off. I'm going to stay with my brother Abe in San Diego for the summer. He said he and his friends could help me get control and get some training while I'm at it."

"Alright Hobie, just be careful out there and I'll see you when you get back." she hangs up the phone and continues on her way. As she heads inside the hide out as Fire Stae she sees Frogman in his civilian identity gathering his things, wearing a cast on his left arm and bandages around his head. "Eugene, what are you doing?"

"This hero things been fun and all, but I just don't think it's for me."

"What are you talking about? You've done some great stuff for the team."

"Seriously, since I've met you guys I've been beaten, battered, bruised, thrown from a moving vehicle, nearly drowned, and blown up. Add that to the fact that no one on this team trusts me and yeah I'm done." He puts his things in a duffle bag and puts it over his good shoulder.

"Spider-man and Prowler are already leaving town. I could really use your help."

He stops in the doorway. "Then all I can say to you is this: Danger always strikes when everything seems fine. Let the bad guys think you've given up let them get comfortable. Then strike when the time is right."

"Eugene please don't go." She says pulling her mask off. "And my names Liz."

He looks back at the girl smiling for a second before looking away. "Thanks for putting your faith in me. I'm just sorry it was misplaced." He says as he leaves the building.

Liz plops down on the couch wondering what to do next. She thinks back to all the good the team had accomplished and now they've all gone their separate ways. "What are you gonna do Liz?" she asks herself.

"I think I might be able to help." Liz looks up on the ceiling to see what looks like a white version of the symbiote. "Call me Anti-Venom."


End file.
